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Form 8-K Global Medical REIT Inc. For: May 08

May 8, 2018 4:27 PM

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 8, 2018 (May 8, 2018)

 

 

 

Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)

 

 

 

Maryland 001-37815 46-4757266
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

2 Bethesda Metro Center, Suite 440

Bethesda, MD

20814 

(Address of Principal Executive Offices)
(Zip Code)

 

(202) 524-6851

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On May 8, 2018, Global Medical REIT Inc. (the “Company”) issued a press release announcing the Company’s financial position as of March 31, 2018, and operating results for the three months ended March 31, 2018 and other related information. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference solely for purposes of this Item 2.02 disclosure.

 

The information included in this Current Report on Form 8-K, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
99.1   Press Release dated May 8, 2018.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Global Medical REIT Inc.  
       
       
  By: /s/ Jamie A. Barber  
    Jamie A. Barber  
    Secretary and General Counsel  
       
Dated:  May 8, 2018      

 

 

 

Exhibit 99.1

 

https:||www.sec.gov|Archives|edgar|data|1533615|000114420418013395|image_001.jpg

FOR IMMEDIATE RELEASE

 

GLOBAL MEDICAL REIT INC. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS

 

A reconciliation of non-GAAP financial measures for Funds from Operations and Adjusted Funds from Operations is included in the financial table at the end of this announcement.

 

Bethesda, MD – May 8, 2018 – Global Medical REIT Inc. (NYSE: GMRE(the “Company”), a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to strong clinical operators with leading market share, today announces its financial results for the quarter ended March 31, 2018.

 

2018 First Quarter and Other Highlights

 

·Rental revenue increased to $10.5 million from $4.7 million in the first quarter of 2017.

 

·Net income attributable to common stockholders increased to $0.4 million, or $0.02 per share, from a net loss attributable to common stockholders of $(1.3) million, or $(0.07) per share in the first quarter of 2017.

 

·Funds from Operations (“FFO”) increased to $0.18 per share, from $0.02 per share in the first quarter of 2017.

 

·Adjusted Funds from Operations ("AFFO") increased to $0.16 per share, from $0.09 per share in the first quarter of 2017.

 

·During the first quarter of 2018, the Company completed five acquisitions comprising 383,044 leasable square feet for an aggregate purchase price of $64.6 million. Based on rents in effect at the closing of each transaction, the five properties are expected to generate aggregate annual cash rent receipts of $5.5 million. See the acquisition table herein for additional details.

 

·Subsequent to quarter end, the Company completed a portfolio acquisition containing an aggregate of 155,600 leasable square feet for a total purchase price of $64.2 million. Based on rents in effect at the closing of the transaction, this acquisition is expected to generate aggregate annual cash rent receipts of $5.1 million. See the acquisition table herein for additional details.

 

·On March 6, 2018, the Company amended its revolving credit facility to increase the aggregate capacity of the facility by $90 million to $340 million. As of March 31, 2018, the Company had $229.2 million of outstanding borrowings on this facility.

  

Jeff Busch, the Company’s Chief Executive Officer, commented, “We had an active first quarter on the acquisitions side despite depressed equity markets. Although we will continue to utilize our available acquisition capital to purchase properties that meet our investment criteria, we are also focused on managing our debt and interest expense and are pursuing various options in that regard. We believe the next step in our Company’s evolution is to establish long-term, fixed-rate debt solutions that will allow us to ‘term-out’ debt from our revolving credit facility on a regular basis.”

  

Acquisition Activity 

 

Completed Acquisitions in 2018

 

From January 1, 2018 to date, the Company completed six acquisitions, encompassing an aggregate of 538,644 leasable square feet for a total purchase price of $128.8 million with annualized base rent of $10.6 million and a weighted average cap rate of 8.22%.

 

   1

 

 

Summary information about these acquisitions is presented in the table below:

 

 Property  City 

Leasable

Square Feet

  

Purchase Price(1)

(in 000s)

  

Annualized

Base Rent(2)

(in 000s)

  

Capitalization

Rate(3)

 
                    
First Quarter 2018:                   
                    
Quad City Kidney Center  Moline, IL   27,173   $6,706   $548    8.17%
NOMS  Fremont, OH   25,893    8,286    608    7.34%
Gainesville Eye  Gainesville, GA   34,020    10,400    776    7.46%
City Hospital of White Rock  Dallas, TX   236,314    23,000    2,230    9.70%
Orlando Health  Orlando, FL   59,644    16,200    1,340    8.27%
Total First Quarter 2018      383,044   $64,592   $5,502    8.52%
                        
Second Quarter 2018 to Date:                       
                        
Memorial Health System  Belpre, OH   155,600   $64,200   $5,087    7.92%
                        
Totals/Weighted Average      538,644   $128,792   $10,589    8.22%

 

(1)Represents  the contractual purchase price.
(2)Monthly  base rent at the later of March 2018 or acquisition date multiplied by 12.
(3)Capitalization  rates are calculated based on the current lease terms and do not give effect to future rent escalations.

 

Property Under Contract

 

Summary information about the transaction we have under purchase agreement as of today is presented in the table below: 

 

Property  City 

Leasable

Square Feet

  

Purchase Price(1)

(in 000s)

  

Annualized

Base Rent(2)

(in 000s)

  

Capitalization

Rate(3)

 
Valley ENT  McAllen, TX   29,013   $4,950   $392    7.91%

 

(1)Represents the contractual purchase price.
(2)Monthly base rent at anticipated closing date multiplied by 12.
(3)Capitalization rate is calculated based on the current lease terms and do not give effect to future rent escalations.

 

We entered into the purchase and sale agreement for the Valley ENT transaction on April 6, 2018. We are currently in the due diligence period for this transaction. If we identify problems with the property or the operator of the property during our due diligence review, we may not close the transaction on a timely basis or we may terminate the purchase and sale agreement and not close the transaction.

  

2018 First Quarter Financial Review

 

·For the three months ended March 31, 2018, rental revenue increased to $10.5 million, compared to $4.7 million for the first quarter of the prior year. This increase was primarily the result of the Company’s larger property portfolio compared to the prior year quarter.

 

·Total expenses for the three months ended March 31, 2018 were $9.7 million, compared to $6.0 million for the first quarter of the prior year. Within total expenses, general and administrative expenses were $1.0 million in the first quarter of 2018, down from $1.6 million in the prior year quarter. This decrease in general and administrative expenses was primarily the result of a reduction in non-cash LTIP expenses and corporate legal expenses compared to the prior year quarter.

 

·Net income attributable to common stockholders for the three months ended March 31, 2018 was $0.4 million, or $0.02 per share, compared to a net loss attributable to common stockholders of $(1.3) million, or $(0.07) per share, for the first quarter of the prior year. This increase was primarily due to significantly higher rental revenue compared to the prior year quarter.

 

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Balance Sheet Summary

 

·The Company’s cash and cash equivalents balance was $3.4 million as of March 31, 2018 compared to $5.1 million as of December 31, 2017.

 

·The Company’s gross investment in real estate as of March 31, 2018 was $537.3 million compared to $471.5 million as of December 31, 2017.

 

·The Company’s total debt, which includes outstanding borrowings on the revolving credit facility and notes payable (net of unamortized deferred financing costs), was $267.7 million as of March 31, 2018, compared to $203.4 million as of December 31, 2017. The Company’s weighted-average interest rate and term of its debt was 3.95% and 2.44 years, respectively, as of March 31, 2018.

 

Earnings Call

 

The Company will hold its first quarter 2018 conference call on May 9, 2018, at 9:00 a.m. Eastern Time. Stockholders and other interested parties may listen to a simultaneous webcast of the conference call on the Internet via the “Investor Relations” section of the Company’s website at www.globalmedicalreit.com or by clicking on the conference call link http://globalmedicalreit.equisolvewebcast.com/q1-2018, or they may participate in the conference call by dialing 1-877-407-3948 and referencing Global Medical REIT Inc. An audio replay of the conference call will be posted on the Company’s website.

 

About Global Medical REIT Inc.

 

Global Medical REIT Inc. is a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to strong clinical operators with leading market share. The Company’s management team has significant healthcare, real estate and public real estate investment trust, or REIT, experience and has long-established relationships with a wide range of healthcare providers. The Company elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2016.

 

Forward-Looking Statements

 

Certain statements contained herein may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is the Company’s intent that any such statements be protected by the safe harbor created thereby. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "plan," "predict," "project," "will," "continue" and other similar terms and phrases, including references to assumption and forecasts of future results. Except for historical information, the statements set forth herein including, but not limited to, any statements regarding our earnings, expected financial performance or other financial items; any other statements concerning our plans, strategies, objectives and expectations for future operations, our pipeline of acquisition opportunities and expected acquisition activity, including the timing and/or successful completion of any acquisitions and expected rent receipts on these properties; and any statements regarding future economic conditions or performance are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although the Company believes that the expectations, estimates and assumptions reflected in its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the Company’s forward-looking statements. Additional information concerning us and our business, including additional factors that could materially and adversely affect our financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in our Annual Report on Form 10-K and in our filings with the United States Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.

 

 

COMPANY CONTACT:   INVESTOR RELATIONS:
  -OR-  
Global Medical REIT Inc.   The Equity Group Inc.
Danica Holley   Jeremy Hellman
Chief Operating Officer   Senior Associate
(202) 524-6854 / [email protected]   (212) 836-9626 / [email protected]
     
    Adam Prior
    Senior Vice-President
    (212) 836-9606 / [email protected]

 

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GLOBAL MEDICAL REIT INC.

Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts) 

 

   Three Months Ended March 31, 
   2018   2017 
         
Revenue        
Rental revenue  $10,488   $4,629 
Expense recoveries   1,068    - 
Other income   8    30 
   Total revenue   11,564    4,659 
           
Expenses          
Acquisition fees   117    942 
General and administrative   1,005    1,595(1)
Operating expenses   1,105    23 
Management fees – related party   1,081    627 
Depreciation expense   2,906    1,346 
Amortization expense   765    344 
Interest expense   2,684    1,100 
   Total expenses   9,663    5,977(1)
           
   Net income (loss)  $1,901   $(1,318)(1)
      Less: Preferred stock dividends   (1,455)   - 
      Less: Net income attributable to noncontrolling interest   (35)   - 
   Net income (loss) attributable to common stockholders  $411   $(1,318)(1)
           
Net income (loss) attributable to common stockholders per share – basic and diluted  $0.02   $(0.07)(1)
           
Weighted average shares outstanding – Basic and Diluted   21,631    17,606 

 

(1)This amount reflects the correction of $1,223 of costs incurred in connection with the Company’s amended revolving credit facility that were erroneously expensed and included in the “General and Administrative” expense line item within the Company’s Consolidated Statement of Operations for the three months ended March 31, 2017.

 

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GLOBAL MEDICAL REIT INC.

Consolidated Balance Sheets

(in thousands, except par values)

 

   As of 
  

March 31,

2018

  

December 31,

2017

 
   (unaudited)     
Assets        
Investment in real estate:        
   Land  $52,301   $42,701 
   Building   436,185    384,338 
   Site improvements   5,590    4,808 
   Tenant improvements   9,201    8,010 
   Acquired lease intangible assets   34,034    31,650 
    537,311    471,507 
   Less: accumulated depreciation and amortization   (17,420)   (13,594)
Investment in real estate, net   519,891    457,913 
Cash and cash equivalents   3,351    5,109 
Restricted cash   4,050    2,005 
Tenant receivables   1,253    704 
Escrow deposits   2,508    1,638 
Deferred assets   5,171    3,993 
Deferred financing costs, net   3,105    2,750 
Other assets   527    459 
Total assets  $539,856   $474,571 
           
Liabilities and Stockholders’ Equity          
Liabilities:          
Revolving credit facility  $229,150   $164,900 
Notes payable, net of unamortized discount of $898 and $930 at March 31, 2018 and December 31, 2017, respectively   38,577    38,545 
Accounts payable and accrued expenses   4,125    2,020 
Dividends payable   5,826    5,638 
Security deposits and other   4,912    2,128 
Due to related parties, net   1,035    1,036 
Acquired lease intangible liability, net   1,488    1,291 
   Total liabilities   285,113    215,558 
Stockholders' equity:          
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at March 31, 2018 and December 31, 2017 (liquidation preference of $77,625 at March 31, 2018 and December 31, 2017)   74,959    74,959 
Common stock, $0.001 par value, 500,000 shares authorized; 21,631 shares issued and outstanding at March 31, 2018 and December 31, 2017   22    22 
Additional paid-in capital   205,788    205,788 
Accumulated deficit   (38,349)   (34,434)
     Total Global Medical REIT Inc. stockholders' equity   242,420    246,335 
Noncontrolling interest   12,323    12,678 
    Total stockholders’ equity   254,743    259,013 
Total liabilities and stockholders' equity  $539,856   $474,571 

 

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GLOBAL MEDICAL REIT INC.

Consolidated Statements of Cash Flows

(unaudited and in thousands)

 

   Three Months Ended March 31, 
   2018   2017 
Operating activities        
Net income (loss)  $1,901   $(1,318)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
          Depreciation expense   2,906    1,346 
         Amortization of acquired lease intangible assets   765    344 
    Amortization of above (below) market leases, net   113    (8)
    Amortization of deferred financing costs   430    159 
    Stock-based compensation expense   182    420 
    Capitalized deal costs charged to expense   4    3 
Changes in operating assets and liabilities:          
Tenant receivables   (549)   (135)
Deferred assets   (1,178)   (383)
Other assets   86    - 
Accounts payable and accrued expenses   1,834    1,358 
Security deposits and other   2,784    1,380 
Accrued management fees due to related party   17    6 
Net cash provided by operating activities   9,295    3,172 
           
Investing activities          
Purchase of land, buildings, and other tangible and intangible assets and liabilities   (65,565)   (108,067)
Escrow deposits for purchase of properties   (798)   (1,308)
Payments for construction in process   (133)   - 
Pre-acquisition costs for purchase of properties   246    126 
Net cash used in investing activities   (66,250)   (109,249)
           
Financing activities          
Escrow deposits required by third party lenders   (72)   (8)
Borrowings repaid to related parties   (18)   - 
Proceeds from revolving credit facility, net   64,250    101,200 
Payments of deferred financing costs   (753)   (1,992)
Redemption of LTIP Units   (158)   - 
Dividends paid to common stockholders, and OP and LTIP Unit holders   (4,552)   (3,604)
Dividends paid to preferred stockholders   (1,455)   - 
Net cash provided by financing activities   57,242    95,596 
Net increase (decrease) in cash and cash equivalents   287    (10,481)
Cash and cash equivalents and restricted cash—beginning of period   7,114    20,612 
Cash and cash equivalents and restricted cash—end of period  $7,401   $10,131 
           
Supplemental cash flow information:          
Cash payments for interest  $2,245   $830 
           
Noncash financing and investing activities:          
Accrued dividends payable  $5,710   $3,652 
Accrued pre-acquisition costs for purchase of properties and construction in process  $271   $- 

 

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Non-GAAP Financial Measures

 

Funds from operations (“FFO”) and Adjusted funds from operations (“AFFO”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO and AFFO to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before non-controlling interests of holders of operating partnership units, excluding gains (or losses) from sales of property and extraordinary items, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustments for unconsolidated partnerships and joint ventures. The Company did not incur any gains or losses from the sales of property or record any adjustments for unconsolidated partnerships and joint ventures during the quarters ended March 31, 2018 and 2017. Because FFO excludes real estate related depreciation and amortization (other than amortization of deferred financing costs), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

 

AFFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates AFFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of deferred financing costs, recurring capital expenditures, recurring lease commissions, recurring tenant improvements, and other items.

  

Management believes that reporting AFFO in addition to FFO is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis. The Company’s FFO and AFFO computations may not be comparable to FFO and AFFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, that interpret the NAREIT definition differently than the Company does, or that compute FFO and AFFO in a different manner. 

 

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Global Medical REIT Inc.
Reconciliation of FFO and AFFO

(unaudited, in thousands except per share)

 

   Three Months Ended March 31, 
   2018   2017 
     
         
Net income (loss)  $1,901   $(1,318)(1)
Less: Preferred stock dividends   (1,455)   - 
Depreciation and amortization expense   3,671    1,690 
Amortization of above (below) market leases   113    (8)
    FFO  $4,230   $364 
Acquisition fees   117    942 
Straight line deferred rental revenue   (1,173)   (383)
Stock-based compensation expense   182    420 
Amortization of deferred financing costs   430    159 
    AFFO  $3,786   $1,502 
           
Net income (loss) attributable to common stockholders per share – basic and diluted  $0.02   $(0.07)
FFO per Share  $0.18   $0.02 
AFFO per Share  $0.16   $0.09 
           
Weighted Average Shares and Units Outstanding – basic and diluted   23,384    17,606 
           
Reconciliation of Weighted Average Shares and Units Outstanding:        
         
Weighted Average Common Shares   21,631    17,606 
Weighted Average OP Units   1,246    - 
Weighted Average LTIP Units   507    - 
Weighted Average Shares and Units Outstanding – basic and diluted   23,384    17,606 

 

(1)This amount reflects the correction of $1,223 of costs incurred in connection with the Company’s amended revolving credit facility that were erroneously expensed and included in the “General and Administrative” expense line item within the Company’s Consolidated Statement of Operations for the three months ended March 31, 2017.

 

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